SEC Form 4 · accession 0001209191-17-062064
USA TODAY Co., Inc. · TDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Reed
Officer — Chief Executive Officer · Director
Period of report
Nov 20, 2017
Accepted (ET)
Nov 21, 2017 · 4:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001579684
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share | Nov 20, 2017 | M | 67,751 | $14.37 | A | 303,520 | D | |
| Common Stock, par value $0.01 per share | Nov 20, 2017 | F | 58,159 | $16.74 | D | 245,361 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2,F3,F4 | $14.37 | Nov 20, 2017 | M | 67,751 | D | — | Sep 23, 2024 | Common Stock, par value $0.01 per share | 67,751 | 0 | D |
Explanation of responses
- F1No shares were sold. Reflects deemed surrender of shares to satisfy the exercise price due upon exercise of the associated option.
- F2Tandem awards correspond on a one-to-one basis with options granted to FIG LLC, the Company's manager (or an affiliate of the Company's manager), such that exercise by an employee of the tandem award would result in the corresponding option held by the manager being cancelled. Upon the grant of options to the manager (or an affiliate), such options are fully vested and become exercisable over a 30-month period (the "Total Exercisability Period") in equal monthly installments beginning on the first of each month following the month in which the options were granted. (Continued in Footnote 3)
- F3When tandem awards are granted with respect to manager options, the manager options become exercisable in equal monthly installments over a portion of the Total Exercisability Period equal to the product of (i) the ratio of manager options not subject to corresponding tandem options to the total number of manager options (including manager options underlying such tandem awards subject to corresponding tandem options) multiplied by (ii) 30 (such period, the "Manager Exercisability Period"). Following the Manager Exercisability Period, the tandem awards vest in generally equal monthly installments on the first of each month over the remainder of the Total Exercisability Period and become exercisable only at the end of the Total Exercisability Period.
- F4Represents the expiration date of the related manager option. In general, the expiration date of the tandem award occurs prior to the expiration date of the underlying option.